Management Change/Compensation Form 8 K

On July 17, 2024, the Board of Directors (the "Board") of Soleno Therapeutics, Inc. (the "Company"), upon the recommendation of the Compensation Committee of the Board (the "Committee"), granted performance-based restricted stock units (each, an "Award" and together, the "Awards") to all of the Company's employees, including the Company's named executive officers (the "NEOs"), under the terms of the Company's Amended and Restated 2014 Equity Incentive Plan (the "2014 Plan"). The awards to the NEOs were as follows:

Each NEO Award will vest as follows: (i) 25% of the shares subject to the award shall vest on August 1, 2024, (ii) 25% of the shares subject to the award shall vest on the date that the U.S. Food and Drug Administration (the "FDA") accepts the Company's New Drug Application ("NDA") for DCCR (diazoxide choline) extended-release tablets for the treatment of Prader-Willi syndrome ("PWS") in individuals four years and older who have hyperphagia, and 50% of the shares subject to the award shall vest on the date that the FDA approves the Company's NDA for DCCR, subject to the NEO continuing as a service provider through each such date.

As previously discussed in the materials for the Company's 2024 annual meeting of stockholders June 6, 2024 (the "Annual Meeting," the Board approved, and recommended that the stockholders approve, an increase of 2,000,000 shares of common stock to the 2014 Plan in order to enable the Company to continue to use the 2014 Plan to achieve employee performance, recruiting, retention and incentive goals. The Board's rationale for the proposal was that current levels of total equity in the hands of the Company's employees was significantly below the median for the Company's peer group. These one-timegrants are designed to bring the percentage equity ownership of the Company's key employees in line with the Company's peer group. The increase to the 2014 Plan was approved by over 68.6% of the votes cast at the Annual Meeting.

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